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Apollo Obtains Final Order for Plan of Arrangement
Rhea-AI Impact
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Rhea-AI Sentiment
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Rhea-AI Summary
Apollo Healthcare Corp. announced that the Ontario Superior Court of Justice has approved its statutory plan of arrangement, allowing Anjac SAS to acquire all issued Class B shares for approximately $229 million. Shareholders will receive $4.50 per share in cash. The transaction is expected to close on January 7, 2022, contingent upon customary conditions. Following the completion, Apollo Shares will be delisted from the Toronto Stock Exchange and OTCXQ Marketplace, and the company will cease to be a reporting issuer.
Positive
Court approval received for the acquisition arrangement.
Shareholders to receive $4.50 per share in cash.
Transaction expected to close soon, indicating progress.
Negative
Apollo Shares will be delisted post-transaction, reducing market presence.
The company will cease to be a reporting issuer, limiting transparency.
TORONTO--(BUSINESS WIRE)--
Apollo Healthcare Corp. (TSX: AHC, OTCXQ: AHCCF) (“Apollo” or the “Company”) today announced that it has obtained a final order from the Ontario Superior Court of Justice (Commercial List) approving the previously announced statutory plan of arrangement (the “Arrangement”) under section 182 of the Business Corporations Act (Ontario) pursuant to which Anjac SAS (“Anjac”), through its wholly-owned subsidiary 1000009701 Ontario Inc. (the “Purchaser”), will acquire all the issued and outstanding Class B shares (“Apollo Shares”) other than certain Apollo Shares held by Charles Wachsberg and Richard Wachsberg in an all-cash transaction (the “Transaction”) for approximately $229,000,000.
The Arrangement was previously approved by holders of Apollo Shares (“Shareholders”) at the special meeting of Shareholders held on December 24, 2021 (the “Meeting”). Details of the Transaction are set out in the Company’s management information circular in respect of the Meeting dated November 25, 2021 (the “Circular”), a copy of which is available on SEDAR under the Company’s profile at www.sedar.com.
It is currently anticipated that the transaction will close on January 7, 2022, subject to the satisfaction and/or waiver of all customary conditions precedent set forth in the arrangement agreement dated November 4, 2021, as amended on November 23, 2021 and December 23, 2021, among Apollo, the Purchaser and Anjac. Upon closing of the Arrangement, shareholders will receive $4.50 per Apollo Share in cash (the “Consideration”). Further information regarding the procedure for exchange of shares for the Consideration and payment of Consideration to Shareholders is provided in the Circular and the plan of arrangement attached as Appendix “B” thereto.
Following completion of the Arrangement, the Apollo Shares will be delisted from the Toronto Stock Exchange and the OTCXQ Marketplace. An application will also been made for Apollo to cease to be a reporting issuer in the applicable jurisdictions upon completion of the Arrangement.
ABOUT APOLLO HEALTHCARE CORP.
Based in Ontario, Canada, Apollo. is one of the largest private label personal care product manufacturers in North America, developing and manufacturing retailer branded and private label products for major North American retailers. Apollo’s products are sold in tens of thousands of stores across North America and its customer base spans across major North American grocery, drug, and mass merchandise retailers, users as well as wholesale clubs. In addition to private label, Apollo also manufactures products on a contract basis for many of its clients.
ABOUT ANJAC SAS
Anjac is a French family-owned industrial group, and the partner of health laboratories, beauty and wellness brands, that creates, develops and manufactures, pharmaceuticals, medical devices and beauty products. The Anjac group of companies is made up of 12 leading, complementary companies with 20 research, development and production facilities across the health, hygiene, beauty and food supplements industries. Anjac was founded in 2008, has approximately 2,000 employees globally, and is based in Paris, France.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: This press release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws and is based on the expectations, estimates and projections of management of Apollo as of the date of this press release, unless otherwise stated. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions (including negative and grammatical variations) are intended to identify forward-looking information and statements; however, all forward-looking information and statements may not be identified by such words. In particular, this press release contains, without limitation, forward-looking information and statements pertaining to: the ability of the parties to satisfy the other conditions to, and to complete, the Arrangement; the anticipated timing for the closing of the Arrangement; receipt of the Consideration by Shareholders; and delisting of the Apollo Shares from the Toronto Stock Exchange and the OTCXQ Marketplace. The forward-looking information and statements in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties. Such factors include, but are not limited to, the risks, factors and assumptions discussed in the section entitled, “Risk Factors” in the Annual Information Form of the Company dated March 15, 2021 and in the section entitled “Risk Factors” in the Circular and other documents filed by the Company with the Ontario Securities Commission and other securities regulators across Canada. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward‐looking information and statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Readers are cautioned not to place undue reliance on forward-looking information and statements included in this press release, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. The forward-looking information and statements contained in this press release are made as at the date of this press release and Apollo does not undertake any obligation to update publicly or to revise any of the forward-looking information or statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
